Great Web
by robertkellett
Summary: Donning the mask is a scary thought, but it's always a good fit. Even if you have to grow into it.


_**That's right, I'm back. And my only focus, will be this project. It's a story heavily inspired by the recent film 'Enter the Spider-Verse'. That movie... Is one of the greatest films I've seen in a very long time. I had to make something with it (and will dabble with Spider-Man Fic's proper when the time is right). But I wanted to see if I can spin together a Star Vs AU using the concept.**_

 _ **Fair warning, I highly recommend you see the film if you want to get every point I'm talking about, but this stands alone without watching the movie. Please, feel free to comment/leave reviews. Have a fantastic holiday season and hope to keep writing.**_

* * *

Leaping off the nearest building, a red and blue hero free fell with everyone looking in pure awe. The literal rainbow of colors of New York made the hero smirk under the mask, shooting a web-line at a nearby building. Gracefully swinging like a pro, he made flips before aiming the next web line. As he traveled across his playground, the hero silently smiled, happy his city was at peace.

"Now, I know what you all are thinking, this story sounds familiar. But work with me here. My name is Marco Diaz and am _the_ Spider-Man, hero of New York City." Marco landed on a perch and watched over the busy streets, letting out a sigh of relief. "I've been doing this for the past four years, was hard at first. Lost a lot along the way… But I'm still standing." Jumping off his perch, he started swinging once more. "I have people to protect and I won't fail them. That's is what Spider-Man stands for, being a hero. And only I can do this." He swung by a tall brown building, aware of who was inside it.

* * *

 _Showing off again?_ A blond girl yawned as she got her books ready for the first day of h… School, yeah, that's what it's called. Throwing on her black and white uniform, she frowned. _I wish this could be dazzled up. Why can't we wear blue with a narwhal?_ She snickered, thinking of something her best friend told her one time. "At least I'm not wearing spandex all the time."

Whistling a tune to one of her favorite songs, she threw herself on the bed and started drawing in her book. It was of all kinds of creatures coming out of a magical wand, with a brown-haired girl wielding the weapon.

"Star, are you ready yet? I have to drop you off." Star put on headphones and made some music a bit too loud. "Star… Do I have to come in there?" Star just closed her book and hummed her song. The door was opened, with Star cursing to herself about her mother removing the lock after the _incident_. She just looked at Star, who still had her eyes closed and having a dumb smile. "What are you listening to sweetie?"

"An audiobook about that lesson?" Her blue-haired mother made a 'really' expression, putting it to her ears.

"Huh, didn't know I was teaching about magical princess's that shot magic out of their hands today. Maybe I could assign you a paper on that sweetie." Her mother joked, though Star just groaned, folding her arms and pouting. "I got your favorites in the kitchen, so just get ready soon. I don't like you walking these streets by yourself."

A boastful laugh came from the doorway, with a short man with blue eyes and short blond hair having a stupid grin on his face. Star smiled at the sight while her mother just had a loving smile, even if she looked slightly annoyed. _That's my dad…_ Star thought to herself, seeing him in his karate uniform for the day's lessons at his dojo.

"Moonpie, our pumpkin is a _**warrior that can break skulls**_ _!_ " Star laughed at the comment, throwing her backpack over her shoulder. She made a playful pose, with her dad catching her fist playfully. Moon just rolled her eyes and walked out of the room. Star ran after her and quickly shoveled down her waffles that had the _best_ syrup on them. A brand that Marco told her can give her diabetes if she kept eating it every morning, but Star didn't care, they tasted great.

Just as she walked out of her home, which was a nice New York apartment, she got a text on her phone. Not even looking at her phone, she just leaned on a stone wall while a messy head of brown hair ran up to her. "Sorry if I kept you waiting. I had, uh, work to do."

She just smirked, punching Marco in the arm. "It's fine. The first day of school and wouldn't want my best friend to avoid hell." Marco folded his arms. "Don't tell me you are actually _looking forward_ to more work."

"I got enough on my plate already, but I do like learning new things," Marco answered, tapping his chin. "We got Science for our first class, right?" Star nodded, remembering her mom forcing her to read textbooks _before_ any assignments were coming. She hated those tomes. Marco noticed her annoyed expression and just patted her shoulder. "I take that as a resounding yes."

"Why are you asking though? Oh! Trying out a new type of webbing?" Star asked a bit too loudly with Marco covering her mouth, looking around paranoid. But people were giving them odd looks regardless, with Marco letting go and his face beat red. Star's was red too but she liked how close they were. "Sorry, I get too excited about your 'job' sometimes."

Marco put his hands in his red unzipped hoodie. Star noticed Marco's face having a thick layer of worry on it, but once she gave a worried look herself, he instantly smiled, as if nothing happened. _You can tell me about how much danger you get into, I'm here for you._ Star thought, this being something she thought about often. Star remembered the other night where Marco was sitting on a rooftop, in his spider-man costume and looking so lost. He was right across from her apartment, making her wonder if she could climb the building to be with her bestie. Loud beeping and curses from a driver got Star out of her thoughts and Marco glared at the driver before sighing in relief. She felt him holding her hand protectively, and just smiled at him.

Marco didn't seem to realize what he was doing, never letting go of Star not even when they made it to the school entrance. As they were going inside the building, sounds from a regal voice got Star's attention. Turning around, she saw her mother get out of the car and grabbing her suitcase. "Oh, hello Marco. I can tell you're ready for class today." She raised her eyebrow. "If you don't have any more 'emergencies' I hope. I had to give you a B from missing so many classes."

"Mrs. Butterfly…" She gave a knowing smirk. "Moon, I won't miss class today." She kept the smirk. "Huh, something on my face?" Her eyes darted to the held hands between her daughter and Marco. Just realizing what he was doing, Marco let go and felt his face turning a shade of red. "You know I approve of you…"

Marco was running into the school, earning snickers from onlookers. Star sighed and fixed her backpack. "Mom, if you keep pushing, he's gonna literally run to the next town. He's easily flustered." _I should know, it's super easy to tease him._ Saying he looked hot the first time Marco donned his costume was a memory she would never forget.

Moon kissed Star on the cheek and Star mouthed 'Mom!' in embarrassment. Seeing everyone look at her she had a red noise, she folded her arms and marched into the school. Seeing various lockers, banners saying 'Welcome Back!' proudly and whatnot amused Star. Finding her locker, she opened it and took some stickers from her backpack. Firmly planting a white spider-man logo on the inside of the locker, she smiled at the sight.

"One would think you love the wall-crawler." A teasing but friendly voice told her. Star rolled her eyes and after putting some books away, closed the locker. Turning to one of her childhood friends, Jackie had a knowing smirk on her face. _If only you knew._ Star thought to herself in triumph before giving her friend a warm hug. "Ready for the first day of our lives?"

"Not really, but hopefully we get some excitement." _Like super-villains making class end early._ Jackie sighed and walked with Star to their homeroom. Inside was Marco neatly organizing his desk and already taking notes written on the white-board. "Going to ask him finally?"

Star just smiled at Jackie before sitting down next to Marco. He waved at Star before turning to Jackie. "Hey, guys. Didn't know you have Science today Jackie." Jackie sat down behind Star and opened a blue notebook. Star bit her lip at seeing Marco still nervous around Jackie, knowing how badly his attempt to ask the girl out two years ago went. Memories of Marco crying like a baby to Star after botching a date with Jackie was quite the experience. _At least Jackie doesn't mind Marco much. She knows we are a thing and junk._

"Okay, is everyone here?" Moon said firmly in her trademark icy-cold but friendly voice. How she accomplished that, was something Star nor Marco could answer. And Star lived with her mom. A red-haired teen nearly fell on his face through the doorway, earning laughter from the class. Helping him up was a brown-haired girl in a beanie, having a surprisingly serious expression. "Oh, there you two are. Thomas and Janna, correct?"

"Yep," Janna answered and nearly pushed Tom as she walked to an empty seat in the room's corner. "Nice to meet you losers, I'm going to just chill here." Moon gave a nasty glare before shaking her head. She looked at Tom, who looked deeply troubled.

"Hey," Tom said weakly, before his eyes locked on Marco, them going wide like he saw a ghost. Star noticed and gave the boy a confused look. He looked at Star with an odd expression and she just opened a book to ignore him. The boy rubbed his arm and sat down in the seat far across from Marco, his eyes having a hard time looking away. _What's his deal? Marco isn't wearing a mask._ Star paused her thought, noticing Marco oddly silent. Whenever new people came to the class each year, Marco made an attempt to be friendly. Shake hands. Heck, even invite them over and gush about science stuff with them. _Making allies is better than making foes, as Marco told me one time…_ Star pondered, before just looking at her mom, hoping she doesn't ask her the first…

"Anyone care to answer a question? Star, would you care to share your thoughts on other dimensions?" Star blinked at the question, with everyone looking at her. _I know the answer, heard her practice this one a lot with me over the summer._

"It's when we have parallel worlds and while one situation is something here, it's different in another dimension, correct?" Moon nodded and clicked a button on a remote. The projector went on and she went into talking about dimensional travel and how different worlds could work. Star and Marco remembered Moon talking about getting a lot of references from some Professor named Octavius, a name that made Marco's skin crawl for whatever reason.

But Marco stood up suddenly and raised his hand. Moon didn't even say anything, just pointing to the door. Marco silently said 'thank you' and bolted out, but Star noticed something. Marco's eyes were focused, ready for action. _Spider-Man stuff. And I'm stuck here. Lucky._ She just leaned on her desk and attempted, keyword, to pay attention to the lesson. Star wasn't aware of Tom trying to leave too but Moon's firm 'no one leaves till Marco comes back' rule that was established last year made everyone silently curse the boy for being such an enigma time to time.

* * *

The day quickly flew by and Star was at her last class, bored out of her mind. Luging heavy books, not having the best sleep last night and being so _done_ made her decide something. She quickly put her pink hoodie on and left the school, earning a smirk from Janna who was watching from the distance. Tom was next to her and after saying 'what?' silently, he followed Star out of the school.

The subways were always a treat to travel on for Star, as they moved so fast. _I wish I could surf these bad boys one day…_ Star mused holding on a pole with a free hand. She noticed other people her age on the subway too, making her smirk. _I'm not the only bad girl here. Hehe…_

Getting out of the subway, she nearly ran upstairs and to the streets to find her destination. Finding a pawn shop for 'mystic arts', she kicked open the door. "Star Butterfly is in the house!" A wide smile was on Star's face when one of her favorite family members embraced her in a hug.

"My little princess, see you're skipping class." Star just gave a sly smile, earning laughter from a woman. She wore torn up jeans, had tattooed clubs on her cheeks and an 'I will put a spell on you' shirt that was a tight fit summed up her character; bad-ass that Star admired to no end. Despite Moon and Marco both having reservations on the lady.

"So… How was being a witch today? Did you sell some funky stuff?" Star asked excitedly, sitting on a bat bean-bag chair and kicking her feet like a little girl. Eclipsa smiled and held out a small crystal orb.

"This is the orb of midnight, which can shift into various colors when…" Eclipsa snapped her fingers, making the clear orb shift to a purple hue. Star made an 'Aww' sound, with her eyes glowing her namesake. "It can't do all that much but it's cool to have hanging up from a ceiling." Eclipsa pointed to the ceiling, with various Orbs of Midnight glowing not just colors but various patterns and shapes.

Star marveled the sight, laying back in the beanbag. "How are you so cool? Would love to learn magic one day…" Her eyes locked on an odd wand-like object that was in a display case. "I know that's not a real thing but magic wands are so cool. Having a _real_ one and making my own spells is…" She shook her head and laughed. "I know, fantasy but it's a nice dream." _If my best friend can crawl walls, then magic should be real too… Right?_

Eclipsa just had a warm smile on her face and she grabbed a puffy jacket. "Come, dear, I am going someplace fun." Star zipped up her hoodie and followed her aunt. They waited till the subways calmed down before Eclipsa walked on the train tracks. Star followed, nearly running across them. Eclipsa noticed the spider-logo on her sweatshirt and couldn't help but snicker. Star stopped walking and landed on a safe platform with Eclipsa as the train was flying through.

Moving a piece of wood away, Eclipsa went through a hidden passage, with Star following. As they went deeper into the location, it got brighter and colorful. At the end of the passageway, it was exploding with color, making Star gasp in awe. Eclipsa held out her hand and shot a small blast of purple magic at the door, sending it flying back. Star's eyes went wide but Eclipsa just kept walking. Star tried keeping up and Eclipsa stopped walking at a wall.

It was massive, having some strange language that Star made out was… Japanese? It wasn't English to be sure. "Before you try saying any of this, it's some odd language that even I can't identify sweetie." She chanted in the language and the purple magic coated her hands. "This has been here for the past three months and I've been trying to understand what it means. But when I said some of it, I was able to do _this_." She shot a bolt of purple magic at the nearby can, making it evaporate on the spot.

"YOU CAN USE MAGIC?!" Star shouted in astonishment. Eclipsa only held out her hand, which Star took. "I want to learn it all!" Eclipsa only giggled and sat Star down on a half-broken bench nearby.

"I don't know all of this, but enough to enchant my 'tricks' at my shop. I want to teach you two spells, as I call them, considering that Spider-Boy can't protect us all the time." Eclipsa said the name with an odd edge, making Star raise an eyebrow for a moment before shaking the odd worry away. Star stood up and Eclipsa followed suit. "You don't even have to chant this, but memorize the words in your mind and let the magic flow through you."

Star closed her eyes and listened to some words Eclipsa said in the odd language. _Middonaitoshaikku!_ Star shouted in her mind and held out her palm. A small ball purple magic bounced from her hand and hit the wall clean, making a firm burnt mark in it. "I… I… Used a spell…" Star smiled and hugged Eclipsa so tight, the woman was grunting from the force of affection. She just hugged Star back and brushed her hair.

"Keep at it and you will be a master," Eclipsa said with Star nodding excitedly. They spent the next hour or so trying out another spell, this focusing on creating a smoke screen, but Star wound up making the smoke have this peppermint scent somehow. While Star was busy trying to learn this spell, a red and blue spider was carefully walking around, trying to keep balance as it was twitching, nearly glitching out of existence. It kept avoiding the spells Star and Eclipsa were pulling off, eventually landing on Star's shoulder. Eclipsa noticed and tried shewing it off but it bit deep into Star's shoulder before it got hit.

"Oww!" She hissed in pain, eyes tight from the odd tingle running down her right arm. Eclipsa looked at the creature, looking so sickly. Star noticed it, holding her arm and frowned. "That poor thing likely was scared. Want me to take care of it?"

Eclipsa handed the spider to Star, having a wary look. "I can drop you off at a doctor if you want. Spider bites can be dangerous." Memories of Marco being bitten ran from her mind suddenly before Star shook her head.

"No, I will be fine. This little guy might want some rest before I let him out in the wild." She put the spider in her hoodie pocket. "Let's head home, I'm kinda tired." Eclipsa nodded, holding Star's arm as the pain was running through her. Unaware to both of them, the spider was twitching in her pocket.

* * *

Being in her bed, Star was tossing and turning. She couldn't pin _why_ sleep alluded her. Maybe it was from hearing Moon give her an earful about cutting class? Or how Marco never texted her after his 'job' was finished for the day? That in particular never happened, more so with the tracker-thing, Marco made for her always going off if something went wrong. She couldn't pin it on what but a migraine made her wince for hours on end. "Fine, I'm getting up." Star moaned as she sat upright, clenching her right arm. Looking at where the spider bit her, the bite was very evident, a gross red spot on her arm. _This is great…_ She touched it and hissed in pain after poking her bite mark.

Looking at her desk, she saw the spider that bit her, with it laying on its back on a make-shift bed Star made for it. _It can't be dead._ She got up and held the creature in her palm. _Right?_ As she was going to touch it, the spider glitched out like some broken video game, making Star fall backward… But she landed with the grace of a dancer. She blinked at her pose, unsure _how_ she pulled it off.

"Marco faced similar things back when he was bitten by a spider…" Star mused aloud, sitting on her bed. "Maybe…" She grinned, despite the pain still coursing through her, Star felt a rush of energy dance through her. She grabbed a make-shift mask, her white hoodie, threw on a pair of torn up jeans and jumped out the window.

 _Come on, let's try this landing…_ She was ready to make a hero pose but instead crashed into her blocks trash cans. Star rubbed her head and sore she heard a neighbor mumbling something about stupid teenagers and there challenges. Star fixed herself and looked at a building across the street. Grinning, Star dashed ahead and leaped high into the air, only to land on a moving cab by complete accident. "Get off!" The driver screamed as he weaved through the busy streets.

Star held on tight but eventually just had her feet keep her in place. "I always wanted to surf on cars! Not trains but still awesome." She made shouts of joy before being flung off the car, her feet failing to keep her in place. Star landed in the arms of a stranger.

"You okay?" Star looked up and saw that Tom fellow she met at school today. Realizing how he's holding her like a bride, she quickly jumped out of his arms and glared daggers at him. "Yesh, I help you avoid getting killed…" Star pushed him away and the boy went flying toward a nearby flag-pole… Covered in webbing. Star blinked at the sight, the red-haired boy struggling against the strong webbing. "…You gonna let me down? I thought only one Spider-Man was in this world."

 _This world…_ Star narrowed her eyes and was about to ask him something, but the ground started to shake. Star leaped in the air and clung to a wall for dear life, but the vibrations coming from the New York streets made everyone panic. She wanted to help but fear overtook her too, with Star hoping things would just stop. They did, with everyone having downright baffled expressions. Star landed on the ground and saw odd glitching coming out of the subway system. _Where I got bit…_ She ran down the stairs when shouts got her attention. She sighed and turned toward Tom, who had a hopeful expression. "…I don't know how to control my powers. Sorry, not sorry." She ran down the stairs with Tom groaning in anger. Once white flashes clouded his vision, he just felt his eyes twitch in annoyance.

* * *

"Really? Gobby, I thought you would throw harder punches buddy." Marco teased, avoiding a large swipe from a green hand. The monstrous creature screeched in rage as he tackled into Marco, the two falling toward the ground. Rolled away right as a deadly punch was coming his way, a smirk firmly under his mask. "Now, give me the drive and I will give you a treat. I heard you're a fan of smacks."

"Keep joking insect." The Goblin hissed in a deadly voice, marching toward Marco. The hero just pressed a button on his wrist, sending electric webbing at the monster, it hissing in pain. Marco jumped on a wall and started running across it. _This is fun but I have to shut this stupid machine off. I can't let Toffee win._ Marco looked all over the high-tech chamber, spotting the goal of this day-long-mission; shut down a generator that might as well be a doomsday device.

Marco shot two web-lines to sling-shot himself toward the machine to give it a closer look. _This is actually a challenge…_ Marco mused, noticing how complex the code to shut the thing off was. _That drive would be helpful right about…_ Goblin flew up with his massive wings. "Oh great! You do delivery's now. I would like some pizza with my save-the-world-dive-of-power good sir." Marco quipped but a large claw grabbed him harshly. "You know, personal space is important."

"Can you just _shut_ _ **up**_!" The Goblin screeched but laughter got both their attention. A woman in all black, wielding a purple staff grinned at Marco, holding the staff to his cheek. "He's mine witch."

"Now, we can all be nice dears." She made the staff glow, with Marco sweating under the mask. "If we can make our guest of honor understand what we are trying to accomplish, maybe…" She couldn't finish with Marco shooting a glob of webbing at her mouth.

"I'm not in the mood for evil monologues today, I have a life you know Black Midnight. Still stands as one of the few decent villain names you jokers have." Marco leaped out of Goblin's grasp and punched him square in the face. "See? I knew you loved smacks. Look at your angry face."

Goblin charged into Marco like a mad animal, with the hero avoiding all his strikes. But Marco grit his teeth, feeling tired after fighting all day. _But I can't lose. I gotta be there for her._ Marco told himself over and over, daily, when fighting was just too much sometimes. Seeing how Goblin's drive was around his neck, the very thing that could stop this plan from happening, Marco closed his eyes and leaped from his spot on the wall. He grabbed the drive around Goblin's neck and landed a few feet away from Midnight and Goblin. "I got the thing! What do I win? Candy? The golden globe?" Marco shot a web line and zipped up. "Or saving the world? I think the later fellas!"

"Get him!" Midnight shouted, shooting bolts of lightning from her staff, but Marco saw all them coming, making a thick layer of webbing around himself and the computer port to plug the drive in. Marco was about to plug it in when he felt a surge of lightning shot through his body. Marco fell through the webbing and crashed violently on the ground, groaning in pain. "Dang… Talk about a shock in the arm."

"Maybe paying attention would be wise boy." A smooth but powerful voice uttered. Marco got up, one hand on his knee and saw his greatest foe. A tall man with slick black hair, silver knuckles over his grey fists and one of the most 'I can see through you' faces any bad guy can muster. "Now, let me complete my plan and I will let our dance continue."

"Thanks but I think it's time for another partner Toffee." Marco quipped but a thick layer of anger was in his voice. _I hate this guy…_ He spat in his mind, bitter memories of his father dying by one of Toffee's henchmen. Unknowing to all parties was a girl in a white hoodie climbing up a ladder nearby. Marco's eye spotted the odd figure, mainly because his head started pounding like Tombstone punched his skull a few times. "W-What is going on…" Marco muttered, his eyes darting to the source of his spider-sense.

Looking to his right, he found a sight that shocked him. _Star!_ He ignored Toffee, Midnight and Goblin completely swinging like a speeding bullet. Star lost her grip on the ladder and fell into Marco's arms. The two landed on a nearby steel platform and just stared at each other, a painful buzzing ringing through Marco's head playing on loop. "You… You are just like me now." Marco said in complete amazement. _H-How did she… And why didn't she… N-Now of all…_ Marco's mind was a complete mess but his goal was clear; save the world, help his best friend once stuff's taken care off.

"I don't know but I surfed on a car, webbed up some creep, learned magic from my aunt and…" Marco just hugged Star and started talking in one of the most serious voices she's ever heard from him.

"I will teach you _everything_ about our powers, but please, go home. I… I need to take care of things here first and once I stop these jerks." Marco let go and pointed behind him. Star blinked at the rogue's gallery before looking at Marco again. "We will talk about all of this. I know you might be excited or scared." _Likely just the former._ "But everything will be okay."

"Having a moment with your fan-girl?" Toffee said in amusement. Marco instantly stood before Star, his mask eyes narrowing harshly. "I think it's time we make my machine go off. I can't wait any longer." Toffee pressed a button and seemingly a full army of people in a room behind the heroes and villains pressed keys to start up the machine.

"No!" Marco shouted and zipped like a pinball toward the computer, but Goblin grabbed him before he could plug the drive in. Goblin saw a surge of light coming out of the machine and seeing this light storm before him, he looked at Marco and had the most savage grin. Toffee shouted at him to not attack the hero like that and Midnight just watched in complete amazement. Star was pinned in place, unsure what to even do. Marco closed his eyes as his head went directly into the stream of light and visions of… other Spider-Men? Friends? He couldn't tell as his head was throbbing in agony. A big explosion went off and everyone was sent flying.

Marco landed near a pile of rubble, a thick stone slab on his legs. He faintly saw Goblin bleeding in the corner and white lights in a crowd of people coming toward him. _S-So Toffee wants to finish me off._ Marco struggled to get up but he simply clenched his fist. _Come get me you bastard._ But his eyes darted to a figure standing boldly in front of him. His best friend, her white hoodie torn up, her right arm bleeding and her face having a mixture of tears and anger plastered across it. "S-Star… G-Get out of here. Please, I… I can't protect…"

"Let me protect you," Star said with as much confidence she could muster. Marco just let his mind go wild with how _wrong_ things could go the next few seconds. He forced himself to get up, his fists slamming against the ground. "Marco…" Star's eyes went wide at how her best friend went from half-dead too picking up a stone slab like he was the Hulk. Marco dropped it and grabbed Star, before zipping away. He faintly heard Toffee shouting at Midnight to go after them but he didn't care. _I just want Star to be safe. I just…_ His mind was going numb, as his legs were completely ravaged from before. _I can't…_ When they landed on the ground, Marco coughed up some blood, unable to stand on his two legs. Star just threw him into her arms and carried him like a bride.

"I got you." Marco just watched in awe as Star gracefully leaped across subway tracks and avoiding magic blasts like nothing. _I… I'm putting her in danger._ He coughed, unable to stop himself. _T-This isn't right. I'm the hero, I can't let her…_ Star shouted as a magic blast her shoulder falling on her knees. Marco fell out of her arms and she tried to pick him up but he shook his head. The two looked at each other before Star started crying. "I… I can't lose you, not when we haven't…"

"Star, please let me say something." Star nodded and Marco tried sitting upright. "Tragedy always follows us spiders," Marco said with bitterness, looking at his feet. "I… I know you. You want to take down those jerks." Marco handed her the drive. "All you have to do is put this into the computer. Then, things will be okay. I can't do that anymore and I don't want..."

"I will do it. I promise." Star said firmly. Marco saw how scared her eyes looked but her voice oozed confidence. He held her hand, holding it for dear life. "I can't…"

"You _can_ Star. I know you can." His grip weakened. "You can do great things Star, never let anyone get you down. Be the best Spider-Man _you_ can be. Don't copy me. Please, just be safe." He closed his eyes and felt everything going dark. "I don't want the one I love to…" Marco couldn't finish, with the light in his eyes gone. Star hugged him and couldn't stop crying. Midnight caught up to them and saw the tragic sight, unsure what do to. She just glared at the girl in the white hoodie and paused at the pure look of _hatred_ the girl shot back. It was hard to see through her mask, but Midnight knew something went horribly wrong. She stayed still, with the girl letting Spider-Man down and running off.

Star got out of the tunnel, screaming in raw agony, with rain falling down as if the world reflected her inner sadness.

* * *

Rage. It's a painful emotion that Star knows vividly; she saw Marco cry in her arms after seeing his father lifeless at the hands of one of his greatest foes, being unable to land the finishing blow. Her body was shaking, being somehow able to run up the side of her building without crashing into the ground. Vaulting through her open window, she just sat down on her desk chair, unable to even blink. Hugging herself was the only reasonable idea rattling through her mind, tears coming down her cheeks like a waterfall.

"WHO DARES BREAK INTO MY…" River shouted with his fists clenched, kicking Star's door open but paused right away seeing his daughter in such a bad state. "Star… What's wrong?" Star wouldn't answer, just crying louder. River simply hugged his baby girl and stayed silent, unsure what to say.

Moon heard River's almost bear run to Star's room and was about to tell him to quiet down but seeing her husband hug their daughter as if something tragic happened caused her to silently gasp. "What's wrong?" Moon kneeled down, putting her hand on Star's shoulder.

"Marco… Marco's gone…" Star answered, uncaring at the moment about reviling her best friend's secret identity. The two parents blinked at the comment, confused at what Star just uttered. But sounds coming from the living room got the group's attention.

Moon was about so scold River for blasting the TV again but once the words 'Spider-Man was found…' got uttered, the silence was all that remained. River and Moon, with Star in the former's arms like a little girl, went to the couch and watched the TV. All three hoping it was just another case of the hero's selfless actions.

"Tonight, I… I can't believe I'm reading this James." The woman was about to tear up, wiping a tear away to be professional. "The police found… The body of Spider-Man, laying on the streets of New York." The woman was silent, even the man next to her couldn't say anything.

"This has to be a joke," James commented, nervously laughing. "The wall-crawler always gets up, like the annoying insect he is." This joke, one that Star hated seeing whenever the news was on, got no response from the woman next to James. She just sent the most 'I'm not joking' expressions to the man. He closed his eyes and sighed, taking off his glasses. "If… I can't believe, if this report is right, he was a kid. No younger than my little man."

"Yes, it's a tragedy." The woman spoke up, her voice choked up. "His name is identified to be Marco Diaz and…" At that very mention, Moon turned the TV off and hugged her daughter, who just refused to let neither her nor River go. The parents looked at each other, eyes expressing sincere confusion at this information. Unsure what to even tell Marco's mother, if she didn't hear about this already, they just hugged their daughter. The family morning the loss of one of their own.

* * *

Tom just sighed, finally getting himself out of the webbing Star stuck him in. _Seriously, th_ _at was uncalled for._ Flexing his knuckles and shewing the webbing attached to his flaming-red shirt, he started walking down the block, hoping to get some food. But a very odd sight got his attention, a rainbow-colored blur shooting out of the sky like a falling star, bouncing around frantically. _Oh boy…_ Tom started running, seeing the object crash directly in an alleyway.

The object eventually got up, groaning in annoyance. "I was in the middle of something…" _That voice…_ Tom walked up to the person, his eyes growing wide. "…How are you still here? I thought…"

"Same here," Tom answered, his voice a mixture of pain and confusion. Both eyes heard screams of sadness, their eyes locked on a giant TV in Time's Square. Tom fell to his knees at seeing what was on the screen. "No… Not again!" He shouted in pure rage, odd fire emanating from his fists.

The man that just crashed from who-knows-where watched the screen, his arms folded and eyes narrowed. "New York's hero, Spider-Man aka Marco Diaz, was found dead five hours ago." Memories flooded the man's mind, jumping high in the air and pressing a button on his wists.

Tom just watched as the man swung off in the shadows, a firm frown on his face. He followed the man, his best friend, in silence.

* * *

Sitting in front of a mirror, Star Butterfly had a blank look on her face. In a mere hour from now, the memorial for Spider-Man was going to happen and she clenched her fist at the idea of her best friend dead. Whenever sadness struck or if she had something stressful on her plate, she confided to Marco. _He's gone._ She thought in pure bitterness. _I… I couldn't save him._ She felt her fists shaking, them being coated in a thick ball of webbing. _I gotta keep control over my powers._ Taking a deep breath, they dissolved, showing bruised fists once more. A quick glance at the nearly shattered wall across her said hello silently.

Looking at herself in the mirror, Star took note of the sheer refusal to wear the black dress Moon got her. Instead, Star wore what she donned last night; her white Spider-Man hoodie but with the addition of white leggings and a new mask she made mere hours ago. Seeing herself, Star saw a ghostly reflection of Marco's outfit. _I… I miss you._ She tugged the finger-less gloves on her hands, unsure of donning her best friends look publically was a good idea. _I don't care._ Star thought in frustration. _I'm sending a message to everyone today, for you Marco._

Standing up, she opened her window and jumped out. In her surprise, she shot a web-line from her fingertips and gripped on for dear life, swinging through the streets. Everyone took notice and saw the ghost of Spider-Man swing through New York.


End file.
